Owners of the Cottage View Drive-In had threatened to close it for good several times in recent years, prompting howls of protest from moviegoers who remembered their first kiss under the stars or the aroma of popcorn in the old snack bar at midnight.

On Wednesday night, even before the City Council voted on a megastore's plans for the site of the drive-in theater, Mayor Myron Bailey knew the end had finally come. The drive-in would close this fall no matter what, joining 70 other Minnesota drive-ins that have gone dark, leaving the Vali-Hi in Lake Elmo as the only drive-in theater in the metro area.

Cottage View owner Gerry Herringer told city officials that he couldn't afford at least $70,000 in upgraded technology, including digital projectors. Instead, he agreed to sell his 23.5 acres to Wal-Mart, which will anchor a planned retail center, the Shoppes at Cottage View, on E. Point Douglas Road.

The City Council on Wednesday unanimously approved Wal-Mart's zoning and planning application for a supercenter with a drive-up pharmacy and a recycling center. It will be built next year in the parking lot portion of the 850-car drive-in and will provide as many as 300 jobs, both full and part time.

While some people are quick to blame the megastore, that isn't what led to the theater's closure, the mayor said.

"We already knew it was going to be the last season, whether Wal-Mart was coming or not, and the reason we knew that was because of the change to digital next year," Bailey said. "In order for our drive-in to continue to operate, they would have to purchase new equipment. And they had told us earlier in the year --Wal-Mart or not -- they weren't going to purchase new equipment. And so one way or another, this was going to be the last year for the drive-in."

Before the final frame flickers across the outdoor screen, the city and the theater will jointly offer a free "Cottage Grove Night" for residents late this month.

"It'll be sad, but also a celebration about our history and knowing what that drive-in has meant to our community, knowing it's coming to an end," Bailey said on Thursday.

For nearly a half century, kids in their pajamas have plopped onto blankets at the Cottage View, and parents have hauled out lawn chairs, grills and enough beer for a double feature. The snack bars date back to opening day, when the screen showed 1963's "It's a Mad, Mad, Mad, Mad World."

The drive-in is in the DNA of Cottage Grove residents, Bailey joked, a bit wistfully.

"It's something you could do as a family. You could just decide at the last minute to pile all the kids in the car and head down there and spend some time," he said.

"People of my generation -- we remember when we were young, going out and the fun that we had -- and it's that piece of our history that we'll not be able to share with future generations."

Herringer has told the city it can incorporate the big glowing, "Cottage View Drive-In" sign in the new retail center, and officials seem pleased with the option to blend the city's past and future.

Said Danette Parr, the city's economic director: "As excited as people are about moving forward, there's also loss there. And so we want to acknowledge, we want to celebrate, what it's brought to the community."

As for the new Wal-Mart, she said, it is expected to help keep local shoppers from leaving Cottage Grove to spend their money in Woodbury and other cities.